Valiant Minerals Ltd.
TSX VENTURE : VTM.H

Convalo Health International, Corp.

February 11, 2015 20:27 ET

Valiant Minerals Announces Closing of QT With Convalo Health International and Commencement of Trading on the TSXV Under the Symbol CXV on Feb. 17

VANCOUVER, BRITISH COLUMBIA--(Marketwired - Feb. 11, 2015) - Valiant Minerals Ltd. (TSX VENTURE:VTM.H) ("Valiant"), a "capital pool company" pursuant to the policies of the TSX Venture Exchange (the "TSXV"), is pleased to announce the closing of its previously announced triangular amalgamation (the "Amalgamation") of Valiant and 0986282 B.C. Ltd., a wholly owned subsidiary of Convalo Health International, Corp. ("Convalo"). Accordingly, the amalgamated company is now a wholly owned subsidiary of Convalo.

Convalo Health International, Corp.

Convalo operates in the highly fragmented and fast growing US outpatient addiction rehabilitation market. It is estimated that more than 20 million Americans suffer from substance abuse problems that require treatment. Recent regulations in the US, including ObamaCare and the Parity Act, have created a significant increase in demand in the US.

In particular, the recent passage of the Parity Act requires private health insurance companies to treat many mental health disorders on parity with physical disorders, making treatment available to millions for the first time because health insurance companies are now covering these services. The provision in ObamaCare giving parents the option to cover children until age 26 expands the universe of those who can be treated.

Convalo plans to consolidate specific sectors of the addiction treatment market in major cities across the US.

The first acquisition of a center located in Hollywood, California, is open and serving patients for the treatment of addictive and co-occurring disorders under the brand name BLVD Centers (www.blvdcenters.com).

The BLVD philosophy emphasizes mindfulness, meditation, trauma work, giving back, creative self-expression and community, all to achieve a deeply soulful and sustainable recovery. In conjunction with the time tested 12-step approach, BLVD also offers additional insurance-reimbursed groups for a variety of communities: gender specific, creatively-oriented, meditation/mindfulness and LGBT affirmative.

BLVD's flagship location at in the heart of Hollywood, California right on Highland and Hollywood Blvd. features outdoor lounging patios with fireplaces and retractable awnings, a cross training gym next door and a luxury spa across the street. The neighborhood has countless restaurants, movie theaters, salons, stores and cafes within walking distance.

Other potential acquisition targets in Los Angeles or other cities may cater to other specific market segments, or to the general outpatient market, depending upon demand and market opportunities.

The Amalgamation

Pursuant to the Amalgamation and subsequent final approval of the TSXV:

  • Valiant has been delisted and ceased to be a reporting issuer
  • Convalo has issued 5,900,000 common shares to Valiant shareholders
  • Convalo has issued 46,925,000 common shares to Convalo and Valiant subscription receipt holders
  • Convalo has been listed on the TSXV effective the date hereof and will commence trading at the market open on February 17, 2015 (trading will remain halted as of February 12, 2015 to provide time for shareholders to receive their new share certificates)
  • Convalo has become a reporting issuer

Pro Forma Capitalization

Following the completion of the Amalgamation, 106,059,550 common shares of Convalo are outstanding and 74,138,400 common shares are reserved for issuance. The Convalo shareholders own approximately 50.2% of the common shares of Convalo, the former Valiant shareholders hold approximately 5.6% of the common shares of Convalo, Convalo subscription receipt holders hold approximately 16.8% of the common shares of Convalo and purchasers under the Valiant subscription receipt financing hold approximately 27.4% of the common shares of Convalo. At the closing of the Amalgamation, 39,445,834 common shares are subject to escrow or hold periods (with 10% released as of closing (February 11, 2015)).

Management and Board of Directors of Convalo

In connection with the Amalgamation, the officers and directors of Convalo now consist of: Michael Dalsin (Chairman, Chief Executive Officer and Director), Roger Greene (Executive Director), Dave Costine (Director), Nitin Kaushal (Director), David Ward (Chief Financial Officer), Robbie Grossman (Corporate Secretary) and Dennis Wilson (Vice-President of Corporate Affairs).

The Amalgamation was negotiated on an arm's-length basis and involves arm's-length parties. Additional information relating to Convalo, Valiant, the Amalgamation, the closing of the Qualifying Transaction, including details of the transaction, the new management, board of directors, auditors and year end, is available on SEDAR (www.sedar.com).

This press release contains forward-looking statements regarding the Amalgamation, Valiant and Convalo. The forward-looking statements contained in this press release represent Valiant's views and expectations as of the date of this press release and should not be relied upon as representing its views and expectations at any subsequent date. Actual developments may differ materially from those contemplated by these forward-looking statements. The forward-looking events and circumstances discussed in this press release, including the business and prospects of Convalo, may not occur or could differ materially as a result of known and unknown risk factors and uncertainties affecting Valiant, including (without limitation) risks regarding market conditions, economic factors, and the equity markets generally. No forward-looking statement can be guaranteed. Forward-looking statements speak only as of the date on which they are made and, except as required by applicable securities laws, Valiant undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events, or otherwise.

Neither TSXV nor its Regulation Services Provider (as that term is defined in the policies of the TSXV) accepts responsibility for the adequacy or accuracy of this release.

Contact Information

  • Valiant Minerals Ltd.
    Nadia Traversa
    Director
    (604) 684-6264

    Convalo Health International, Corp.
    Michael Dalsin
    Chairman
    (949) 242-0332
    mpd@canparcap.com